The Vermont Statutes Online

Title 11 : Corporations, Partnerships and Associations

Chapter 022 : Partnerships

Subchapter 002 : NATURE OF PARTNERSHIP

• § 3212. Formation of partnership

  (a) Except as otherwise provided in subsection (b) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.

  (b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter except that a statute of another jurisdiction relating to the formation of partnerships or limited liability partnerships shall be deemed to be a comparable statute.

  (c) In determining whether a partnership is formed, the following rules apply:

  (1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

  (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

  (3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

  (A) of a debt by installments or otherwise;

  (B) for services as an independent contractor or of wages or other compensation to an employee;

  (C) of rent;

  (D) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;

  (E) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or

  (F) for the sale of the goodwill of a business or other property by installments or otherwise. (Added 1997, No. 149 (Adj. Sess.), § 1, eff. Jan. 1, 1999.)